Three directors and two senior executives applied for resignation on the same day. Five executives resigned at the same time, causing a sudden reshuffle of the board of directors of Aoyuan Beauty Valley Technology Co.Ltd(000615) (000615. SZ).
Aoyuan Beauty Valley Technology Co.Ltd(000615) on December 29, it was disclosed that three directors, including the chairman, and two senior executives, including President Hu ran, applied to the company for resignation due to job adjustment. In addition to a director and CEO who resigned earlier, six executives of Aoyuan Beauty Valley Technology Co.Ltd(000615) have resigned in the past half a month, including four directors and only nine directors on its board of directors.
Excluding the two executives, the four directors who resigned during their term of office, Aoyuan Beauty Valley Technology Co.Ltd(000615) had a large number of related party transactions with enterprises controlled by major shareholders. In June last year, after the real estate developer Aoyuan group took over, it began to peel off the real estate business of listed companies. In August this year, we obtained Aoyuan Beauty Valley Technology Co.Ltd(000615) more than 700000 square meters of land reserve at the price of about 1 billion yuan. Less than three months later, we asked to postpone the payment of the remaining 400 million yuan on the grounds of shortage of funds.
While stripping the real estate, Aoyuan Beauty Valley Technology Co.Ltd(000615) began to transform to medical beauty and invested more than 700 million yuan to acquire medical beauty assets. In these transactions, Aoyuan group also appeared from time to time. Although the transformation of medical beauty has achieved initial results, in front of major shareholders trapped in liquidity difficulties, Allmed Medical Products Co.Ltd(002950) seems to have become a blood transfusion pipeline. In early December, the company also purchased nearly 80 million yuan worth of real estate from enterprises under the name of actual controllers according to the needs of medical and American business.
board shuffle
According to the disclosure on Aoyuan Beauty Valley Technology Co.Ltd(000615) 29, due to work adjustment, chairman Ma Jun and director Chen Yong applied for resignation from their respective chairmen, directors and special committees of the board of directors, while independent director Zhang Shujun applied for resignation for personal reasons. At the same time, President Hu ran and executive president fan Shijie also applied for resignation from their current positions. After resignation, Ma Jun, Chen Yong and Zhang Shujun will no longer serve in the company.
On December 13, Shen Siyun, then Aoyuan Beauty Valley Technology Co.Ltd(000615) director and CEO, also resigned for personal reasons. Up to now, in a short period of more than half a month, the number of directors who have resigned successively has reached two-thirds of the company's board of directors. Excluding Hu ran and fan Shijie, more than 40% of the directors resigned in the past month.
In addition to Zhang Shujun, Ma Jun, Chen Yong and Shen Siyun are all from Aoyuan Beauty Valley Technology Co.Ltd(000615) major shareholder Aoyuan group. According to the data, Ma Jun was born in 1976 and has more than 20 years of experience in the real estate industry. Before entering Aoyuan Beauty Valley Technology Co.Ltd(000615) , he served as executive director and operating president of China Aoyuan group, chairman and President of Aoyuan group (Guangdong) Co., Ltd. Chen Yong and Shen Siyun are vice president of Aoyuan group and general manager of Shaoguan regional company respectively.
Among the six directors and senior executives who resigned, Ma Jun, Chen Yong, Shen Siyun and Zhang Shujun have served less than half of their time. At the extraordinary general meeting of shareholders on July 15 last year, the above four persons were elected as Aoyuan Beauty Valley Technology Co.Ltd(000615) directors at the same time. Their term of office ends on July 15, 2023. At present, there is still more than half time before the end of their term of office.
Aoyuan Beauty Valley Technology Co.Ltd(000615) formerly known as Jinghan shares, its main business is real estate development. The above resigned directors joined the Aoyuan Beauty Valley Technology Co.Ltd(000615) board of directors due to the equity restructuring of the company. In June last year, Shenzhen Aoyuan Kexing Investment Co., Ltd. (hereinafter referred to as "Aoyuan Kexing"), a wholly-owned subsidiary of Aoyuan group, was assigned 29.302% and became the controlling shareholder. Ma Jun and others joined the board of directors of the company.
Less than a year after taking office, several directors representing major shareholders have successively left. Will it shake the control of Aoyuan group in the listed company?
Aoyuan Beauty Valley Technology Co.Ltd(000615) the announcement said that after Hu ran and fan Shijie resigned from their current executive positions, the directorships they held since November last year will still be retained. Among them, Hu ran succeeded Ma Jun as chairman, and fan Shijie took over as president. At the same time, the company also nominated Jiang Nan, the current Vice President and board secretary, and Lin binwei, the vice president of Finance and chief financial officer.
Different from Ma Jun and others, although Hu ran and fan Shijie are also from Aoyuan group, they do not have much real estate background and have relatively shallow roots with major shareholders. Statistics show that Hu Ran's professional experience is concentrated in the field of banking and finance, without real estate experience. Fan Shijie is a scholar and once served as a professor and doctoral supervisor of Beijing Normal University. After entering Aoyuan group, he once served as vice president of Aoyuan Technology Group Co., Ltd. and vice president of Guangdong Aoyuan urban renewal Group Co., Ltd.
The two candidate directors, Jiang Nan and Lin bin, also have little intersection with the real estate industry. Although Jiang Nan has working experience in Financial Street Holdings Co.Ltd(000402) , Tahoe Group Co.Ltd(000732) and other real estate enterprises, he is mainly engaged in securities affairs. After entering China Olympic Park, he is responsible for the brand. He began to serve as Aoyuan Beauty Valley Technology Co.Ltd(000615) Director Secretary and vice president last July. Lin bin, another candidate director, is a certified public accountant and tax agent, engaged in financial work in a number of tax, audit institutions and enterprises. He served as Aoyuan Beauty Valley Technology Co.Ltd(000615) chief financial officer and vice president since July last year.
huge related party transactions
Although he did not serve for a long time, Ma Jun and others conducted a large number of related party transactions with Aoyuan group during their tenure. One of the largest is the divestiture of the real estate business of listed companies.
In August this year, Aoyuan Beauty Valley Technology Co.Ltd(000615) publicly listed 100% equity of Jinghan real estate group, Beijing Yangjia Health Management Co., Ltd. and 35% equity of Penglai Hualu Jinghan Elderly Care Service Co., Ltd. in Beijing property exchange.
The transferred assets, especially Jinghan real estate, are the main source of Aoyuan Beauty Valley Technology Co.Ltd(000615) income. In 2020, the total assets, net assets and operating income of the three companies transferred will account for 80.09%, 86.22% and 80.11% respectively.
According to the publicly disclosed information, by the end of December 2020, Jinghan real estate had total assets of 7.5 billion yuan, total liabilities of 5.58 billion yuan, net assets of 1.92 billion yuan, annual operating revenue of 1.59 billion yuan and net profit of 127 million yuan, with a significant decline year-on-year.
But the most valuable asset of Jinghan real estate is the large amount of land owned by Jinghan real estate. By the end of last year, the company had 74000 square meters of land reserve in xionganhuan Beijing area, 573900 square meters of land reserve outside the core area of xionganhuan Beijing, and 91400 square meters of cultural, tourism and health land reserve in Zhang Jia Jie Tourism Group Co.Ltd(000430) . Data show that the company's asset value, the book value of land reserve alone, is about 4 billion yuan.
However, at the time of asset transfer, Aoyuan Beauty Valley Technology Co.Ltd(000615) did not evaluate the assets of Jinghan real estate according to the asset value, but according to the equity assets. The final evaluation value of the equity of the three companies is 2.005 billion yuan. Excluding the 1 billion yuan dividend of Jinghan real estate, the final transaction price is 1.02 billion yuan.
Nevertheless, less than a month after it was publicly listed in late June this year, it was delisted by Shenzhen Kaixian Investment Co., Ltd. (hereinafter referred to as "Kaixian investment"). However, the company said that only one intended transferee was collected during the listing period. But in fact, the "reluctantly" transferred Kaixian investment is a related party of Aoyuan Beauty Valley Technology Co.Ltd(000615) and is fully funded by Aoyuan Guangdong.
This practice of Aoyuan Beauty Valley Technology Co.Ltd(000615) has attracted the attention of the exchange. In August this year, the Shenzhen Stock Exchange issued an inquiry letter asking the company to explain whether there are unreasonable listing conditions, so that it is unable to seek other transferees other than related parties, and whether the interests of listed companies and the legitimate rights and interests of minority shareholders are fully protected.
Therefore, the delivery of all the underlying assets of the transaction has been completed. The respondent shall pay the remaining 40% of the transfer price of 100% equity of Jinghan real estate, i.e. RMB 403399200, before November 30, 2021, and the remaining transfer price of 35% equity of Penglai Hualu, i.e. RMB 4.6 million, to the applicant before February 4, 2022.
According to the agreement, 60% of the transfer funds shall be paid within 10 working days after the completion of the above transferred assets, and all the transfer funds shall be paid within three months after the completion of the delivery. On August 30 and November 4, the property right change registration of Jinghan real estate and Penglai Hualu has been completed. Therefore, Kaixian investment shall pay the remaining equity transfer of Jinghan real estate of 403 million yuan before November 30.
Unexpectedly, after the assets arrived, Kaixian investment was unable to pay the balance. Since the second half of this year, Aoyuan Beauty Valley Technology Co.Ltd(000615) indirect major shareholder China Olympic Park has fallen into a liquidity crisis. There has been a cashing crisis in financial products and a number of domestic and foreign bonds with a total amount of about 6 billion yuan.
Aoyuan Beauty Valley Technology Co.Ltd(000615) on November 26, it was announced that due to the impact of the macroeconomic environment, the real estate market as a whole declined, the amount and speed of the sales collection of Kaixian and shareholder real estate projects were lower than expected, and there were many restrictions on the use of funds, so it was impossible to pay the remaining equity transfer on schedule. Aoyuan Beauty Valley Technology Co.Ltd(000615) it was disclosed on December 21 that an arbitration has been filed for this purpose, requiring Kaixian investment to pay the balance of 407 million yuan. At present, the arbitration institution has accepted it.
More seriously, although the assets have been transferred, Aoyuan Beauty Valley Technology Co.Ltd(000615) is still providing security. According to the agreement of both parties, if Aoyuan Beauty Valley Technology Co.Ltd(000615) is still providing guarantee for the debt of its financial institution on the delivery date of transferred assets and equity, it will still be guaranteed by the company within 3 months after the delivery, but no guarantee will be provided after the time limit. However, the above guarantee provided by Aoyuan Beauty Valley Technology Co.Ltd(000615) has not been released at the time of arbitration. As of December 13, the total amount of guarantee involved was 1.31 billion yuan.
can we rely on medical beauty to get out of the dilemma
While stripping the real estate business, Aoyuan Beauty Valley Technology Co.Ltd(000615) also transferred its main business to the medical and American specialty, and spent a lot of money on acquisition.
Public disclosure shows that in April this year, Aoyuan Beauty Valley Technology Co.Ltd(000615) priced at 696 million yuan, acquired 55% equity of Zhejiang liantianmei Enterprise Management Co., Ltd. (hereinafter referred to as "liantianmei"), a medical and American enterprise, and acquired all equity of Guangdong Aurora Health Management Consulting Co., Ltd. (hereinafter referred to as "Aurora") for 30 million yuan in October.
In the first half of this year, the income of Aoyuan Beauty Valley Technology Co.Ltd(000615) medical beauty was 156 million yuan, accounting for 13.33%. The consolidation of Zhejiang liantianmei Enterprise Management Co., Ltd. acquired by the company in the reporting period in the second quarter brought a positive contribution, with an additional income of 156 million yuan from medical beauty services. In March this year, the consideration was 696 million yuan.
In 2020, Aoyuan Beauty Valley Technology Co.Ltd(000615) operating revenue was 1.987 billion yuan and net profit was - 135 million yuan, with a significant year-on-year decrease of 36.92% and 1214.58%. After the stripping of the real estate business, in the first three quarters of this year, the company's revenue decreased by 1.44 billion yuan, a year-on-year decrease of 1.3%, but its net profit was 160 million yuan, a year-on-year increase of 319.27%. The semi annual report shows that in the first half of the year, the medical beauty business has contributed 156 million yuan, accounting for 13.3%.
Through the transformation of medical beauty, Aoyuan Beauty Valley Technology Co.Ltd(000615) share price soared in the first half of this year, from the lowest 4.95 yuan to the highest 29.95 yuan, with a cumulative increase of 25 yuan, with a corresponding increase of more than 5 times.
However, under the background of major shareholders falling into debt difficulties and stricter medical and American supervision, the transformation of Aoyuan Beauty Valley Technology Co.Ltd(000615) is full of variables. On June 10, the National Health Commission and other eight ministries and commissions jointly issued a notice to jointly crack down on illegal medical beauty services and standardize medical beauty service information and medical advertising. On October 11, the State Food and Drug Administration issued measures to strengthen the supervision and management of online sales of cosmetics and severely crack down on the use of online sales of illegal cosmetics.
Not only that, the transformation of medical beauty has just begun, it began to transfuse blood for major shareholders. The above two acquisitions by Aoyuan medical beauty also involve related party transactions. The disclosure shows that Aurora was originally controlled by an enterprise under the name of Guo Ziwen, the actual controller of Aoyuan Beauty Valley Technology Co.Ltd(000615) . The acquisition of liantianmeishi, one of the counterparties, Guangdong xinyuerong Industrial Investment Co., Ltd. (hereinafter referred to as "xinyuerong"), is also an enterprise actually controlled by Guo Ziwen. In March 2020, it obtained 5% equity of liantianmei, the target company.
Moreover, Aoyuan medical beauty also disclosed on December 1 that it plans to purchase three shops from Guangzhou Wanbei Investment Management Co., Ltd. and Guangzhou Aoyu Real Estate Development Co., Ltd. at the price of 53.07 million yuan and 26.38 million yuan due to business needs. The shops purchased by the former are the stores of Guangzhou Aurora Medical Beauty Clinic Co., Ltd., and the two purchased by the latter are planned to expand light medical beauty stores. Both are controlled by the actual controller of the company.
After the reshuffle of the board of directors, it is unknown whether the new management can bring new changes.
Since reaching an all-time high on June 1 this year, Aoyuan Beauty Valley Technology Co.Ltd(000615) share price has been killed continuously. On December 30, its share price closed at 10.63 yuan, down 19.32 yuan from the highest point, with a cumulative decline of more than 64%, and the total market value evaporated by nearly 15 billion yuan.
As early as may 22 this year, Aoyuan Beauty Valley Technology Co.Ltd(000615) disclosed the plan to increase the holdings of directors and senior executives, of which Hu ran plans to increase the holdings by 50 million yuan, fan Shijie and Xu Wei each plan to increase the holdings by 10 million yuan, and Board Secretary Jiang Nan and Chief Financial Officer Lin bin each plan to increase the holdings by 1 million yuan. However, as of November 22, Hu ran only increased his holdings by 1.18 million yuan, and fan Shijie and Xu Wei only increased their holdings by 1.07 million yuan and 1.195 million yuan.
(First Finance)
